Exhibit 3.7
CERTIFICATE OF INCORPORATION
OF
McJUNKIN ACQUISITION CORPORATION
FIRST. The name of the Corporation isMcJunkin Acquisition Corporation.
SECOND. The address of its registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle. The name of its registered agent at such address is The Corporation Trust Company.
THIRD. The nature of the business or purposes to be conducted or promoted is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware.
FOURTH. The total number of shares which the corporation shall have authority to issue is 1,000 shares of common stock and the par value of each such shares is $1.00.
FIFTH. The board of directors is authorized to make, alter or repeal the bylaws of the corporation Election of directors need not be by written ballot.
SIXTH. The name and mailing address of the sole incorporator is.
L. J. Vitalo
Corporation Trust Center
1209 Orange Street
Wilmington, Delaware 19801
Corporation Trust Center
1209 Orange Street
Wilmington, Delaware 19801
I, THE UNDERSIGNED, being the incorporator hereinbefore named, for the purpose of forming a corporation pursuant to the General Corporation Law of the State of Delaware, do make this certificate, hereby declaring and certifying that this is my act and deed and the facts herein stated are true, and accordingly have hereunto set my hand this 1st day of April, 1998.
| /s/ L. J. Vitalo | ||||
| L. J. Vitalo |
| STATE OF DELAWARE | ||
| SECRETARY OF STATE | ||
| DIVISION OF CORPORATIONS | ||
| FILED 10:00 AM 04/01/1998 | ||
| 981125186 – 2878724 |
STATEofDELAWARE
CERTIFICATEofAMENDMENTof
CERTIFICATEofINCORPORATION
CERTIFICATEofAMENDMENTof
CERTIFICATEofINCORPORATION
| • | First:That at a meeting of the Board of Directors of McJunkin Acquisition Corporation resolutions were duly adopted setting forth a proposed amendment of the Certificate of Incorporation of said corporation, declaring said amendment to be advisable and calling a meeting of the stockholders of said corporation for consideration thereof. The resolution setting forth the proposed amendment is as follows: | |
| Resolved,that the Certificate of Incorporation of this corporation be amended by changing the Article thereof numbered “ First” so that, as amended, said Article shall be and read as follows: | ||
| “ McJunkin Nigeria Limited” | ||
| • | Second:That thereafter, pursuant to resolution of its Board of Directors, a special meeting of the stockholders of said corporation was duly called and held, upon notice in accordance with Section 222 of the General Corporation Law of the State of Delaware at which meeting the necessary number of shares as required by statute were voted in favor of the amendment. | |
| • | Third:That said amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware. | |
| • | Fourth:That the capital of said corporation shall not be reduced under or by reason of said amendment. |
| BY: | /s/ Joan C. Burns | |||||
| NAME: | Joan C. Burns |
| STATE OF DELAWARE | ||
| SECRETARY OF STATE | ||
| DIVISION OF CORPORATIONS | ||
| FILED 09:00 AM 03/19/2001 | ||
| 010137379 – 2878724 |
STATEofDELAWARE
CERTIFICATEofAMENDMENTof
CERTIFICATEofINCORPORATION
CERTIFICATEofAMENDMENTof
CERTIFICATEofINCORPORATION
| • | First:That at a meeting of the Board of Directors of McJunkin Acquisition Corporation resolutions were duly adopted setting forth a proposed amendment of the Certificate of Incorporation of said corporation, declaring said amendment to be advisable and calling a meeting of the stockholders of said corporation for consideration thereof. The resolution setting forth the proposed amendment is as follows: | |
| Resolved,that the Certificate of Incorporation of this corporation be amended by changing the Article thereof numbered “First” so that, as amended, said Article shall be and read as follows: | ||
| “ McJunkin Nigeria Limited” | ||
| • | Second:That thereafter, pursuant to resolution of its Board of Directors, a special meeting of the stockholders of said corporation was duly called and held, upon notice in accordance with Section 222 of the General Corporation Law of the State of Delaware at which meeting the necessary number of shares as required by statute were voted in favor of the amendment. | |
| • | Third:That said amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware. | |
| • | Fourth:That the capital of said corporation shall not be reduced under or by reason of said amendment. |
| BY: | /s/ Joan C. Burns | |||||
| NAME: | Joan C. Burns |
| STATE OF DELAWARE | ||
| SECRETARY OF STATE | ||
| DIVISION OF CORPORATIONS | ||
| FILED 09:00 AM 03/19/2001 | ||
| 010137379 – 2878724 |
STATEofDELAWARE
CERTIFICATEofAMENDMENTof
CERTIFICATEofINCORPORATION
CERTIFICATEofAMENDMENTof
CERTIFICATEofINCORPORATION
| • | First:That at a meeting of the Board of Directors of McJunkin Acquisition Corporation (4-1-98) resolutions were duly adopted setting forth a proposed amendment of the Certificate of Incorporation of said corporation, declaring said amendment to be advisable and calling a meeting of the stockholders of said corporation for consideration thereof. The resolution setting forth the proposed amendment is as follows: | |
| Resolved, that the Certificate of Incorporation of this corporation be amended by changing the Article thereof numbered “ First” so that, as amended, said Article shall be and read as follows: | ||
| “ McJunkin Nigeria Limited – 3-19-01” | ||
| • | Second:That thereafter, pursuant to resolution of its Board of Directors, a special meeting of the stockholders of said corporation was duly called and held, upon notice in accordance with Section 222 of the General Corporation Law of the State of Delaware at which meeting the necessary number of shares as required by statute were voted in favor of the amendment. | |
| • | Third:That said amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware. | |
| • | Fourth:That the capital of said corporation shall not be reduced under or by reason of said amendment. |
| BY: | /s/ Joan C. Burns | |||||
| NAME: | Joan C. Burns |